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Result of EGM

24 Oct 2012 13:30

RNS Number : 4358P
3D Diagnostic Imaging PLC
24 October 2012
 



24 October 2012

 

3D Diagnostic Imaging plc

(to be re-named 3D Resources plc)

(the "Company")

 

Result of Extraordinary General Meeting

 

The Board of the Company is pleased to announce that at the Extraordinary General Meeting of the Company held earlier today the resolution put to the meeting was duly passed by the Company's shareholders.

 

The resolution approved the disposal of the Company's wholly owned operating subsidiary, CarieScan Limited, the adoption of a new Investing Policy by the Company, a subscription for New Ordinary Shares and a change in the Company's name to 3D Resources plc. Following the conclusion of the meeting all steps necessary to implement the Proposals covered by the Resolution have either been duly completed or will be completed as soon as is practicable.

 

As a part of the Proposals the Company has raised £114,000 (before expenses) of additional capital from new investors through a subscription for 380,000,000 New Ordinary Shares at 0.03p per Ordinary Share. Of this sum £100,000 in cash will be injected into CarieScan pursuant to the Hive Down Agreement.

 

Application has been made to the London Stock Exchange for the 380,000,000 New Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence at 8:00 a.m. on 25 October 2012.

 

Following completion of the Proposals, Graham Lay (Chief Executive Officer) and David Snow (Chairman) have stepped down from the Board with immediate effect and Donald Strang and Hamish Harris have joined the Board as Chairman and Non-Executive Director respectively. Oliver Cooke (previously the Chief Financial Officer) will remain on the board as a Non-Executive Director. Accordingly, the Board now comprises Donald Strang (Chairman), Hamish Harris (Non-Executive Director) and Oliver Cooke (Non-Executive Director). There are no further disclosures to be made in relation to the appointments of Donald Strang and Hamish Harris under Schedule 2(g) and Rule 17 of the AIM Rules for Companies to those announced by the Company on 8 October 2012.

 

The interests of the Directors in the share capital of the Company on Admission of the New Ordinary Shares will be as follows:

 

Name

Number of Ordinary Shares in the Company currently held

Number of Subscription Shares subscribed for

Number of Ordinary Shares held on Admission

% of enlarged share capital held on Admission

Donald Strang (Chairman)

0

40,000,000

40,000,000

6.44%

Hamish Harris

(Non-Executive Director)

0

40,000,000

40,000,000

6.44%

Oliver Cooke

(Non-Executive Director)

750,000

0

750,000

0.12%

 

The Company has today applied to the Registrar of Companies in the Isle of Man to change its name to 3D Resources plc. The change of name certificate is expected to be received shortly from the Registrar of Companies in the Isle of Man. A further announcement will be made by the Company with regards to the timing for the Company's change of name and the change of the Company's ticker from "3DD" to "3DR" becoming effective. At the same time the Company intends to change its website address to www.3dresources.co.uk. The ISIN and SEDOL numbers of the Company will not change.

 

As a result of the Disposal the Company has become an investing company, and in accordance with Rule 15 of the AIM Rules, the Company must implement its new Investing Policy within 12 months of Completion; otherwise trading in the Company's shares on AIM will be suspended in accordance with AIM Rule 40. If, following such a suspension the shares have not been re-admitted to trading on AIM within a further six months, the admission of the Company's shares to trading on AIM will be cancelled.

 

The Enlarged Share Capital of the Company following Admission will be 620,974,824 ordinary shares of 0.1 penny each in the Company. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.

 

Definitions in this announcement are consistent with those set out in the Circular issued to Shareholders of the Company and dated 5 October 2012, a copy of which is available on the investor section of the Company's current website (www.3ddiagnosticimaging.com).

 

For further information, please contact:

 

 

3D Diagnostic Imaging plc

Graham Lay, CEO

Oliver Cooke, CFO

+44 (0) 1382 560 910

Allenby Capital Limited

(Nominated Adviser and Broker)

Nick Naylor/Nick Athanas

+44 (0) 203328 5656

 

 

The Company's newly adopted Investing Policy

 

The Directors intend initially to seek to acquire a direct and/or an indirect interest in projects and assets in the oil and gas sector, however they will consider opportunities in the wider natural resources sector as well as opportunities that may arise in other sectors. The Company will focus on opportunities in Europe, Africa and the Middle East but will consider possible opportunities anywhere in the world.

The Company may invest by way of purchasing quoted shares in appropriate companies, outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question. The Company will not have a separate investment manager.

The Company may be both an active and a passive investor depending on the nature of the individual investments. Although the Company intends to be a medium to long-term investor, the Directors will place no minimum or maximum limit on the length of time that any investment may be held and therefore shorter term disposal of any investments cannot be ruled out.

There will be no limit on the number of projects into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules. The Company will carry out an appropriate due diligence exercise on all potential investments and, where appropriate, with professional advisers assisting as required. The Board's principal focus will be on achieving capital growth for Shareholders.

Investments may be in all types of assets and there will be no investment restrictions.

The Company will require additional funding as investments are made and new opportunities arise. The Directors may offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash resources for working capital. The Company may in appropriate circumstances, issue debt securities or otherwise borrow money to complete an investment. The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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